ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (the "Agreement") is made and entered
into as of this 4th day of February 2000 by and between Barbara Hoffman
(hereinafter referred to as the "Seller") and Inter-Call-Net Teleservices, Inc.,
a Florida corporation (hereinafter referred to as the "Company" or the
"Purchaser") (collectively referred to as the "Parties").

                                   WITNESSETH:

         WHEREAS, Seller desires to sell the domain name, HELPMENOW.COM (the
"Domain Name"), and all of her right, title and interest therein, including but
not limited to any trademark rights that may now or later relate to the Domain
Name, to the Purchaser; and

         WHEREAS, the Purchaser desires to purchase the Domain Name, and all of
the Seller's right, title, and interest therein, including but not limited to
any trademark rights that may now or later relate to the Domain Name, from the
Seller on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the promises, mutual covenants,
terms and conditions contained herein, the receipt and sufficiency of which is
hereby acknowledged by the Parties hereto, it is agreed by and between the
Parties, as follows:

         1.       The recitals set forth above are true and correct.

         2. The Seller hereby sells the Domain Name and all of her right, title
and interest therein, including but not limited to any trademark rights that may
now or later relate to the Domain Name, and the good will associated therewith,
to the Purchaser and the Purchaser hereby purchases from the Seller the Domain
Name and all of her right, title and interest therein, including but not limited
to any trademark rights that may now or later relate to the Domain Name, on the
terms and conditions set forth herein.


         3. Seller represents and warrants to the Purchaser: (a) that the Seller
is duly authorized to enter into this Agreement and to undertake the Seller's
obligations set forth herein; (b) that no approvals are required from any third
party for the Seller to enter into this Agreement and/or to undertake the
Seller's obligations set forth herein; (c) that the Domain Name is beneficially
owned by the Seller free and clear of any and all liens, claims, and/or
encumbrances, and that the execution of this Agreement by the Seller and the
undertaking by the Seller of the Seller's obligations set forth herein will not
create any lien, claim and/or encumbrance; (d) to the Seller's knowledge, that
the Domain Name is not presently subject to any pending federal trademark
application, current federal trademark registration, or pending or current cease
and desist order limiting or otherwise restricting its use in any manner; and
(e) that the Seller will fully cooperate with the Purchaser in utilizing their
collective best efforts, at the Purchaser's expense, to apply for and to cause
the Domain Name to be granted federal trademark registration.

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         4. In consideration for the sale of the Domain Name to the Purchaser,
the Purchaser shall issue to the Seller 25,000 restricted shares of the common
stock of Inter-Call-Net Teleservices, Inc. (the "Shares"). In this regard, the
Seller: (a) agrees and acknowledges that the Shares are restricted securities as
such term is defined under the Securities Act of 1933, as amended (the "Act")
and may not be sold assigned, transferred or hypothecated except pursuant to a
registration statement or an exemption from registration under the Act; (b)
represents and warrants that the Seller is acquiring the Shares for investment
and not with a view toward distribution; and (c) further represents and warrants
that the Seller is either an accredited investor as such term is defined under
the Act or otherwise has sufficient knowledge and experience in financial,
investment and business matters that the Seller is able to evaluate the merits
and risks of an investment in the Shares.

         5. Except as otherwise set forth below, in the event of and upon
Purchaser's receipt of annual (non-cumulative) gross revenues in an amount as
set forth below, Purchaser shall, as of the first business day of the fourth
month following its fiscal year end, and on the first business day of each month
of the following eleven consecutive months pay to the Seller the corresponding
monthly payment amount as set forth below as additional consideration for the
transfer of the Domain Name. Such monthly payment requirement shall be subject
to upward or downward adjustment for each following fiscal year depending upon
the amount of annual (non-cumulative) gross revenues for each prior particular
fiscal year:

      Gross Revenues                                    Monthly Payment
      --------------                                    ---------------
      $0.00 - $9,999,999.99                   $ 500.00 (to commence on the first
                                              business day of the fourth  month
                                              following commencement of
                                              full-time business operations in
                                              the Company's planned Hallandale,
                                              Florida facility)
      $10,000,000.00- $14,999,999.99                        $  600.00
      $15,000,000.00-$19,999,999.99                         $  750.00
      $20,000,000.00 or more                                $1,000.00

         6. The Parties agree that this Agreement may only be terminated subject
to the following:

            a. By the Purchaser in the event of a breach by the Seller of any of
the Seller's representations and warranties set forth in paragraphs 3 and/or 4
(b) and/or (c) above (which representations and warranties shall survive for a
period of one (1) year from the date hereof); in such event, the Seller shall
immediately return the Shares to the Purchaser for cancellation, the Purchaser
shall as of the date of the breach no longer be obligated to pay to the Seller
any further payments described in paragraph 5 above, and the Purchaser shall
otherwise be entitled to pursue against the Seller such legal and/or equitable
remedies as may then be available to the Purchaser.

            b. By the Seller after the Purchaser's actual receipt of written
notice from the Seller in the event the Purchaser fails to pay the Seller any
monthly payment due to the Seller

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within thirty (30) days after the due date thereof; in such event, the Seller
shall, as her exclusive remedies, be entitled to the return of the Domain Name,
any trademark rights and the good will associated therewith, and any monies then
due and owing pursuant to paragraph 5 above.

         7. The Parties further agree that upon the occurrence of either of the
following events, the Seller shall be entitled to repurchase the Domain Name,
trademark rights and associated goodwill from the Purchaser for $100:

            a. At such time as Scott Gershon is no longer an officer or director
or shareholder of the Company; or

            b. In the event of the commencement of voluntary or involuntary
bankruptcy proceedings against the Company which is not subsequently set aside
within 90 days of such bankruptcy filing.

         8. This Agreement shall be governed in all respects by the laws of the
State of Florida without regard to conflict of law principles. Any and all
actions and/or proceedings relating to or arising out of this Agreement shall be
brought in the federal and/or state courts located in Broward County, Florida.
The prevailing party in any such action and/or proceeding shall be entitled to
recover its reasonable attorney's fees and costs.

         9. This Agreement represents the entire agreement of the parties hereto
with respect to the subject matter contained herein only. This Agreement may be
executed in one or more counterparts, including facsimile counterparts.

         IN WITNESS WHEREOF, this Agreement has been made and entered into as of
the date and year first above written

                                            /s/ Barbara Hoffman
                                            ------------------------------------
                                            Barbara Hoffman

                                            INTER-CALL-NET TELESERVICES, INC.


                                            By: /s/ Scott Gershon
                                                --------------------------------
                                                  Scott Gershon, President


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